FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended December 31, 1996 Commission File Number 1-7233
STANDEX INTERNATIONAL CORPORATION
(Exact name of Registrant as specified in its Charter)
DELAWARE 31-0596149
(State of incorporation) (I.R.S. Employer Identification No.)
6 MANOR PARKWAY, SALEM, NEW HAMPSHIRE 03079
(Address of principal executive offices) (Zip Code)
(603) 893-9701
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES X NO
The number of shares of Registrant's Common Stock outstanding on
December 31, 1996 was 13,371,965.
STANDEX INTERNATIONAL CORPORATION
I N D E X
Page No.
PART I. FINANCIAL INFORMATION:
Statements of Consolidated Income for the Three and Six Months
Ended December 31, 1996 and 1995 . . . . . . . . . . . . . . . . . 2
Consolidated Balance Sheet, December 31, 1996 and
June 30, 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Statement of Changes in Consolidated Cash Flows for the
Six Months Ended December 31, 1996 and 1995. . . . . . . 4
Notes to Financial Information . . . . . . . . . . . . . . . . . . 5
Management's Discussion and Analysis . . . . . . . . . . . . . . . 6-8
PART II. OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . 9
Form 10-Q
<TABLE>
PART I. FINANCIAL INFORMATION
STANDEX INTERNATIONAL CORPORATION
Statement of Consolidated Income
(000 Omitted)
<CAPTION>
Three Months Ended Six Months Ended
December 31 December 31
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Net Sales $152,315 $154,101 $292,514 $296,336
Cost of Products Sold 100,108 102,675 195,687 197,624
Gross Profit Margin 52,207 51,426 96,827 98,712
Selling, General & Admini-
strative Expenses 37,153 34,872 67,395 65,191
Income from Operations 15,054 16,554 29,432 33,521
Other Income/(Expense):
Interest Expense (2,213) (2,513) (4,336) (4,696)
Interest Income 82 120 154 242
Other Income/(Expense) - net (2,131) (2,393) (4,182) (4,454)
Income Before Income Taxes 12,923 14,161 25,250 29,067
Provision for Income Taxes 4,796 4,984 9,581 10,580
Net Income $ 8,127 $ 9,177 $ 15,669 $ 18,487
Earnings Per Share $ .60 $ .65 $ 1.16 $ 1.31
Cash Dividends per Share $ .19 $ .18 $ .37 $ .35
</TABLE>
<TABLE>
STANDEX INTERNATIONAL CORPORATION
Consolidated Balance Sheet
(000 Omitted)
<CAPTION>
December 31 June 30
1996 1996
ASSETS
CURRENT ASSETS:
<S> <C> <C>
Cash $ 8,642 $ 5,147
Receivables, net of allowance for doubtful accounts 85,642 88,567
Inventories (approximately 45% finished goods, 20%
work in process, and 35% raw materials and supplies) 110,557 109,720
Prepaid expenses 7,683 3,958
Total current assets 212,524 207,392
PROPERTY, PLANT AND EQUIPMENT 225,343 217,478
Less accumulated depreciation 137,304 130,862
Total property, plant and equipment 88,039 86,616
OTHER ASSETS:
Prepaid pension cost 22,546 20,744
Goodwill, net 15,491 14,656
Other 8,378 5,925
Total other assets 46,415 41,325
TOTAL $346,978 $335,333
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable and current portion of long-term debt $ 1,942 $ 5,287
Accounts payable 31,229 29,202
Income taxes 4,978 1,567
Accrued expenses 30,983 32,476
Total current liabilities 69,132 68,532
LONG-TERM DEBT (less current portion included above) 116,246 113,822
DEFERRED INCOME TAXES AND OTHER LIABILITIES 16,650 18,288
STOCKHOLDERS' EQUITY:
Common stock 41,976 41,976
Paid-in capital 5,125 3,378
Retained earnings 307,703 296,991
Cumulative translation adjustment 1,637 (572)
Less cost of treasury shares (211,491) (207,082)
Total stockholders' equity 144,950 134,691
TOTAL $346,978 $335,333
</TABLE>
<TABLE>
STANDEX INTERNATIONAL CORPORATION
Statement of Consolidated Cash Flows
(000 Omitted)
<CAPTION>
Six Months Ended
December 31
1996 1995
Cash Flows from Operating Activities:
<S> <C> <C>
Net income $ 15,669 $ 18,487
Depreciation and amortization 6,435 6,059
Net changes in assets and liabilities (3,588) (6,685)
Net Cash Provided by Operating Activities 18,516 17,861
Cash Flows from Investing Activities:
Expenditures for property and equipment (6,797) (8,764)
Other 133 86
Net Cash Used for Investing Activities (6,664) (8,678)
Cash Flows from Financing Activities:
Proceeds from additional borrowings 2,744 50,000
Net payments of debt (3,665) (51,846)
Cash dividends paid (4,958) (4,886)
Purchase of treasury stock (6,399) (7,721)
Other, net 3,738 1,566
Net Cash Used for Financing Activities (8,540) (12,887)
Effect of Exchange Rate Changes on Cash 183 112
Net Change in Cash and Cash Equivalents 3,495 (3,592)
Cash and Cash Equivalents at Beginning of Year 5,147 9,543
Cash and Cash Equivalents at December 31 $ 8,642 $ 5,951
Supplemental Disclosure of Cash Flow Information:
Cash paid during the six months for:
Interest $ 4,348 $ 4,069
Income taxes $ 7,770 $ 10,544
</TABLE>
NOTES TO FINANCIAL INFORMATION
1. Management Statement
The financial statements as reported in Form 10-Q reflect all
adjustments (including those of a normal recurring nature) which are,
in the opinion of management, necessary to a fair statement of results
for the three and six months ended December 31, 1996 and 1995.
2. Per Share Calculation
Shares (in thousands) used in per share data are as follows:
December 31
1996 1995
Earnings 13,563 14,164
Cash Dividends 13,399 13,960
Earnings per share have been computed according to generally accepted
accounting principles.
Cash dividends per share have been computed based on the shares
outstanding at the time the dividends were paid.
3. Contingencies
The Company is a party to various claims and legal proceedings related
to environmental and other matters generally incidental to its
business. Management has evaluated each matter based, in part, upon
the advice of its independent environmental consultants and in-house
counsel and has recorded an appropriate provision for the resolution of
such matters in accordance with Statement of Financial Accounting
Standards No. 5, "Accounting for Contingencies." Management believes
that such provision is sufficient to cover any future payments,
including legal costs, under such proceedings.
STANDEX INTERNATIONAL CORPORATION
Management's Discussion and Analysis of
Financial Condition and Results of Operations
MATERIAL CHANGES IN FINANCIAL CONDITION
During the six months ended December 31, 1996, net operating cash flows of
$18.5 million were used to purchase $6.4 million of the Company's Common
Stock, invest $6.8 million in plant and equipment and pay out $5.0 million
of cash dividends to the Company's shareholders.
During the first quarter of fiscal 1997, the Company acquired certain assets
of two companies: The Vidalia Onion Store and Salsa Express. In the second
quarter, the Company acquired 100% of the Common Stock of Fellowship
Bookstores. These purchases were primarily financed from operating cash
flows and from the issuance of Standex stock. Aggregate annual net sales
for these three acquisitions are approximately $9.1 million.
The Company intends to continue its policy of using its funds to acquire
property, plant and equipment, pay dividends, purchase its Common Stock and
make acquisitions when conditions are favorable.
In March 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 121, "Accounting for the
Impairment of Long-Lived Assets to be Disposed of." The Company has
evaluated this standard and determined that it will not materially affect
the Company's financial condition or operating results.
In October 1995, the Financial Accounting Standards Board issued SFAS No.
123, "Accounting for Stock-Based Compensation." This standard requires
expanded disclosure of stock-based compensation arrangements with employees
and encourages (but does not require) that such compensation costs be
measured based on the fair value of stock options awarded. The Company is
required to adopt this standard during fiscal year 1997. The Company does
not intend to adopt that portion of the standard which is voluntary, but
rather will continue the application of APB Opinion No. 25, since management
has determined that the latter provides the more accurate presentation of
costs associated with stock based compensation awards to employees. As a
result, compliance with this standard will have no impact on the Company's
1997 financial statements, other than the required additional footnote
disclosure of the proforma effect of SFAS No. 123 on net income and earnings
per share.
OPERATIONS
Quarter Ended December 31, 1996
as compared to the Quarter Ended December 31, 1995
Net Sales for the quarter ended December 31, 1996 were the second highest
quarterly sales in the Company's history. As compared to the same quarter
of fiscal 1996, Net Sales declined $1.8 million. Management believes the
majority of the fluctuations in Net Sales reported by each segment are
primarily due to changes in unit volumes. In addition, although changes in
the average foreign exchange rates from December 31, 1995 to December 31,
1996 have had a negative impact on Net Sales for the quarter, the total
effect was not significant.
Growth in Net Sales of $1.5 million was reported by the Graphics/Mail Order
segment due to increased demand and acquisitions made during fiscal 1997.
This sales growth was offset by a slight decrease in Net Sales reported by
the Institutional segment and a $2.5 million reduction in Net Sales reported
by the Industrial segment. The Industrial segment's decline in Net Sales
was due to slowness within the economy reported by its European operations
and the disposition of a product line at the end of fiscal 1996.
The Gross Profit Margin Percentage increased from 33.4% reported for the
second quarter of fiscal 1996 to 34.3% for the three months ended December
31, 1996. The Institutional and Industrial segments reported minor changes
in the Gross Profit Margin Percentages, neither of which was individually
significant. However, the Graphics/Mail Order segment reported a 2.2%
increase in the Gross Profit Margin Percentage due to the growth in Net
Sales reported above and the mix of products sold.
Selling, General and Administrative Expenses (SG&A) rose $2.3 million for
the three months ended December 31, 1996 to represent 24.4% of Net Sales
versus 22.6% of Net Sales for the same period of the prior year. The
Institutional and Industrial segments reported slight increases in SG&A,
neither of which was individually significant. However, SG&A rose $1.4
million for the Graphics/Mail Order segment due to the marketing efforts
required to support this segment's growth in Net Sales and new business
acquisitions.
Interest Expense decreased 11.9%, or $300,000, as compared to the second
quarter of fiscal 1996 due mainly to lower interest rates than those
experienced during the same period of the prior year.
The above factors resulted in a $1.2 million decline in Income Before Income
Taxes as compared to the same period of the prior year. The effective tax
rate for the quarter ended December 31, 1996 increased from 35.2% for the
same period of the prior year to 37.1% due mainly to reduced availability of
foreign tax credits.
Net Income for the second quarter of fiscal 1997 decreased $1.0 million, or
11.4%, from the same quarter last year due to the factors described above.
Six Months Ended December 31, 1996
as compared to the Six Months Ended December 31, 1995
Net Sales for the six months ended December 31, 1996 dropped $3.8 million as
compared to the same period of the prior year. As indicated in the
discussion of quarterly results, management believes that the majority of
the fluctuations in Net Sales reported by each segment are primarily due to
changes in unit volumes. Also, the effect of changes in average foreign
exchange rates on operating results was not significant.
For the six months ended December 31, 1996, the Graphics/Mail Order segment
reported a $2.3 million increase in Net Sales for the reasons described in
the above discussion of quarterly results. The Institutional segment
reported a decline in Net Sales of $3.3 million primarily due to softness in
the food service sector and a decrease in demand for certain seasonal
products. The Industrial segment registered a $2.8 million decline in Net
Sales for the same reasons described in the analysis of results for the
second quarter.
The Gross Profit Margin Percentage for the six month period declined
modestly from 33.3% for the same period of fiscal 1996 to 33.1% for the six
months ended December 31, 1996. The Graphics/Mail Order segment reported a
1.4% increase in the Gross Profit Margin Percentage for the same reasons
described in the discussion of quarterly results. The Institutional and
Industrial segments reported declines in the Gross Profit Margin Percentages
of 1.2% and 1%, respectively, due primarily to reduced sales volumes and
competitive pressures on pricing.
Selling, General and Administrative Expenses (SG&A) rose $2.2 million to
represent 23% of Net Sales for the six months ended December 31, 1996 as
compared to 22% of Net Sales for the same period of fiscal 1996. SG&A for
the Graphics/Mail Order segment rose $1.9 million for the same reasons
described within the discussion of results for the second quarter. The
Institutional and Industrial segments reported minor increases and decreases
in SG&A, neither of which was individually significant.
Interest Expense declined 7.7%, or $360,000, for the six months ended
December 31, 1996 due to lower interest rates than those experienced in the
same period of the prior fiscal year.
During the six months ended December 31, 1996, Income Before Income Taxes
decreased $3.8 million for the reasons described above. The effective tax
rate rose from 36.4% for the same period of the prior year to 37.9% for the
six months ended December 31, 1996 for the same reasons discussed in the
analysis of results for the second quarter.
Due to the factors described above, Net Income for the six months ended
December 31, 1996 decreased $2.8 million, or 15.2%, from the same period of
the prior year.
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Shareholders of the Company was held on October 29,
1996. Two matters were voted upon at the meeting: the election of
directors and the approval of the appointment of independent auditors of the
Company. The name of each director elected at the meeting and the number of
votes cast as to each matter are as follows:
Proposal 1 (Election of Directors)
Nominee For Withheld
John Bolten, Jr. 10,773,066 680,275
David R. Crichton 11,251,862 201,479
Samuel S. Dennis 3d 11,259,461 193,879
Daniel B. Hogan, Ph.D. 11,299,957 153,384
Proposal 2 (Appointment of Auditors)
For Against Abstain
11,364,585 53,656 35,100
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10. (i) Standex International Corporation Executive Security Program
as amended and restated on October 29, 1996.
(l) Standex International Corporation Executive Life Insurance
Plan as amended and restated on October 29, 1996.
27. Financial Data Schedule
(b) Reports on Form 8-K
The Company filed no reports on Form 8-K with the Securities and
Exchange Commission during the quarter ended December 31, 1996.
ALL OTHER ITEMS ARE INAPPLICABLE
Form 10-Q
STANDEX INTERNATIONAL CORPORATION
S I G N A T U R E S
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
STANDEX INTERNATIONAL CORPORATION
Date: February 11, 1997 /s/ Robert R. Kettinger
Robert R. Kettinger
Corporate Controller
Date: February 11, 1997 /s/ Lindsay M. Sedwick
Lindsay M. Sedwick
Sr. Vice President of Finance/CFO
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-END> DEC-31-1996
<CASH> 8,642
<SECURITIES> 0
<RECEIVABLES> 88,637
<ALLOWANCES> 2,995
<INVENTORY> 110,557
<CURRENT-ASSETS> 212,524
<PP&E> 225,343
<DEPRECIATION> 137,304
<TOTAL-ASSETS> 346,978
<CURRENT-LIABILITIES> 69,132
<BONDS> 116,246
0
0
<COMMON> 41,976
<OTHER-SE> 102,974
<TOTAL-LIABILITY-AND-EQUITY> 346,978
<SALES> 292,514
<TOTAL-REVENUES> 292,668
<CGS> 195,687
<TOTAL-COSTS> 195,687
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,336
<INCOME-PRETAX> 25,250
<INCOME-TAX> 9,581
<INCOME-CONTINUING> 15,669
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 15,669
<EPS-PRIMARY> 1.16
<EPS-DILUTED> 1.16
</TABLE>
EXHIBIT 10(i)
Rev. 10/28/96
STANDEX INTERNATIONAL CORPORATION
EXECUTIVE SECURITY PROGRAM
STANDEX INTERNATIONAL CORPORATION
EXECUTIVE SECURITY PROGRAM
WHEREAS, STANDEX INTERNATIONAL CORPORATION, a Delaware
corporation with its executive offices at 6 Manor Parkway,
Salem, New Hampshire 03079 (hereinafter referred to as the
"Corporation") is desirous of assisting certain key
executives in saving for their retirement and in providing
benefits to their families in the event of death;
WHEREAS, the executives have unique and outstanding
abilities and have performed their duties in a capable and
efficient manner; and
WHEREAS, the Corporation desires to retain the services
of the executives;
NOW, THEREFORE, the following program of benefits is
hereby established for certain executives of the Corporation:
1. DEFINITIONS
The following words and phrases are used in the Program
and shall have the meanings set forth in this Section unless
a different meaning is clearly required by the context:
1.01 "Age" shall mean age at nearest birthday.
1.02 "Annual Earnings" shall mean all earnings and/or
net commissions of the Executive from the
Corporation paid or made available which are
reportable for Federal income tax purposes on Form
W-2, or its successor, but not including, any
reimbursement for expenses, or any income
attributable to any of the following:
(i) payment made by the Corporation in connection
with a relocation;
(ii) premiums paid by the Corporation for life
insurance coverage from the Corporation;
(iii) the exercise of any stock appreciation rights;
(iv) the exercise of any stock option;
(v) interest on a home purchase loan;
(vi) the use of any Corporation-leased automobile.
1.03 "Beneficiary" shall mean any individual(s) or legal
entity designated by an Executive to receive any
benefit arising under this Program upon the death
of such Executive.
1.04 "Change of Control" shall mean the purchase or
other acquisition by any person, entity or group of
persons, within the meaning of section 13(d) or
14(d) of the Securities Exchange Act of 1934 (the
"Act"), or any comparable successor provisions, of
beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Act) of 20 percent or
more of either the outstanding shares of common
stock or the combined voting power of the
Corporation's then outstanding voting securities
entitled to vote generally, or the approval by the
stockholders of the Corporation of a
reorganization, merger, or consolidation, in each
case, with respect to which persons who were
stockholders of the Corporation immediately prior
to such reorganization, merger or consolidation do
not, immediately thereafter, own more than 50
percent of the combined voting power entitled to
vote generally in the election of directors of the
reorganized, merged or consolidated Corporation's
then outstanding securities, or during any period
of twelve consecutive calendar months, individuals,
who were directors of the Corporation on the first
day of such period shall cease to constitute a
majority of the Board of Directors of the
Corporation, or a liquidation or dissolution of the
Corporation or of the sale of all or substantially
all of the Corporation's assets.
1.05 "Effective Date" shall mean January 1, 1982.
1.06 "Executive" shall mean any person who was either a
Division President or Senior Corporate officer of
the Corporation on the Effective Date or was an
Executive Vice President of the Corporation on
September 1, 1989 and who serves the Corporation in
one of these capacities up to his date of
retirement or death.
1.07 "Fiduciary" shall mean and include the Corporation
and any other entity or person who:
(a) exercises any discretionary authority or
exercises any authority or control respecting
management or disposition of assets under
this Program;
(b) renders investment advice for a fee or other
compensation, direct or indirect, with
respect to any monies or other property which
is an asset under this Program, or has any
authority or responsibility to do so; or
(c) is described as a "Fiduciary" in Section
3(14) or (21) of the Employee Retirement
Income Security Act of 1974 or is designated
to carry out Fiduciary responsibilities
pursuant to this Program.
1.08 "Program" shall mean this Executive Security
Program and the benefits for Executives
provided hereunder.
1.09 "Trust" shall mean any trust which is the
owner of one (or more) life insurance
contracts on the life of an Executive, which
contract(s) originally was purchased by the
Corporation.
2. PRE-RETIREMENT_BENEFITS
In the event of the death of an Executive while employed
by the Corporation, the Beneficiary shall be entitled to
receive a death benefit which is calculated by multiplying
the Annual Earnings of the Executive by a Death Benefit
Factor derived from the following schedule:
Age of Death
Executive Benefit
at Death Factor
Less than 45 years 4.5
45 to 49 years 4.0
50 to 54 years 3.5
55 and over years 3.0
The Annual Earnings of the Executive used in the above
calculation shall depend on whether the Executive's date of
death occurs before March 1st of any calendar year or on or
after March 1st. If the date of death is before March 1st in
any calendar year, the Annual Earnings used in the
calculation shall be the Annual Earnings of the calendar year
in which falls the day which is exactly two years prior to
the date of death. If the date of death is on or after March
1st in any calendar year, the Annual Earnings shall be those
of the immediately preceding calendar year.
Such pre-retirement death benefit shall be payable
pursuant to a life insurance contract maintained by the
Corporation or a Trust, only if and to the extent that the
life insurance contract provides for such payment, and any
balance of the pre-retirement death benefit shall be payable
directly by the Corporation and not pursuant to the life
insurance contract.
3. POST-RETIREMENT BENEFITS
In the event that the Executive's employment with the
Corporation shall terminate by reason of his retirement as
defined in Section 4 hereof, the post-retirement death
benefit payable to the Beneficiary in the event of the
Executive's subsequent death shall be an amount equal to
three times the Executive's Annual Earnings in either the
calendar year in which he retires or in the immediately
preceding calendar year (whichever year results in the
greater Annual Earnings).
The post-retirement death benefit shall be payable
pursuant to the life insurance contract only to the extent
that the life insurance contract provides for such payment.
The balance of the post-retirement death benefit shall be
payable directly by the Corporation and not pursuant to the
life insurance contract.
The Corporation in its sole and absolute discretion may
determine that, in lieu of the post-retirement death benefit
set forth in the immediately preceding two paragraphs, the
Executive shall receive supplemental retirement income
payable to the Executive in 120 equal monthly installments
commencing within 30 days after the Executive begins to
receive his pension under the Standex Retirement Plan. The
total amount of such retirement income shall equal the
post-retirement death benefit without discount to present
value. The amount of each monthly installment shall be the
post-retirement death benefit divided by 120.
In the event of the Executive's death while receiving
such supplemental retirement income, any unpaid monthly
payments shall be paid to the Beneficiary from the
Corporation or Trust in an undiscounted lump sum, if the
Beneficiary shall have survived the Executive. If the
Beneficiary shall not have survived the Executive, any unpaid
monthly payments shall be paid in an undiscounted lump sum to
the estate of the Executive.
4. RETIREMENT
For purposes of this Program, the date of retirement
shall mean the date an Executive has terminated employment
with the Corporation such that, under the Standex
International Corporation Retirement Plan, he is considered
as retired and receiving a pension. In addition, for
purposes of this Program, an Employee shall be deemed to have
retired on the date of a Change of Control of the Corporation
when within six months of the Change of Control the Executive
chooses to terminate his employment because of:
(i) a change in the Executive's general area of
responsibility, title or place of employment; or
(ii) the Executive's salary or benefits are lessened or
diminished.
5. DISTRIBUTION OF BENEFIT UPON A CHANGE OF CONTROL.
Upon a Change of Control of the Corporation, the
Corporation must pay within 5 calendar days, directly or
indirectly to the Insurer the maximum amount the Insurer will
accept as premium payments on the Policy existing on the
Participant's life. If the Corporation, in its reasonable
discretion determines that more funding is likely to be
necessary to pay the anticipated premiums on the Policy than
the Insurer will accept at that time, then these additional
sums will be paid by the Corporation into any trust which is
the owner of the Policy and exists at the relevant time. The
Trustee of the trust shall hold these additional sums and
invest them and pay from them to the Insurer annually or more
often, in the Trustee's discretion.
6. OFFSET FOR OBLIGATIONS TO CORPORATION.
If, at such time as the Participant becomes entitled to
receive Supplemental Retirement Income Benefit payments
pursuant to this Article 4, the Participant has any debt,
obligation or other liability representing an amount due and
owing to the Corporation, the Corporation may offset the
amount owed it against the amount of benefits otherwise
distributable hereunder.
7. LIFE INSURANCE
The Corporation or a Trust shall pay all premiums for
the life insurance contract mentioned in Sections 2 and 3
hereof.
The Corporation may, in its sole discretion, purchase
and be the owner of permanent insurance policies on the life
of an Executive. Any proceeds payable pursuant to such
corporate-owned insurance policies shall be payable to the
Corporation. By accepting this Program, the Executive agrees
to take any action required to enable the Corporation to
purchase and maintain such insurance.
8. NON-SECURED_PROMISE
Any asset or investment held by the Corporation or a
Trust in connection with the liabilities assumed by the
Corporation it hereunder shall be a general asset of the
Corporation, and shall not be pledged for the payment or to
secure any obligation of the Corporation, and the promise to
pay any benefit hereunder is a non-secured, general liability
of the Corporation. This Plan is intended to be unfunded
both for income tax purposes and for purposes of Title I of
the Employee Retirement Income Security Act of 1974.
9. ASSIGNMENT
No Executive nor any Beneficiary shall have any right to
commute, sell, assign, transfer, pledge or hypothecate or
otherwise convey the right to receive any payment hereunder
(whether by operation of law or otherwise) nor shall any such
rights be subject to execution, attachment or similar process.
Such payments and the right thereto are expressly declared to
be non-assignable and non-transferable. Any such attempted
assignment, transfer, levy of any attachment or similar process
shall have no effect or validity.
10. INDEPENDENCE OF PROGRAM
The benefits provided under this Program shall be
independent of, and in addition to, any other benefits provided
by the Corporation or any compensation payable by the
Corporation to the Executive. This Program shall not be deemed
to constitute a contract for services between the Corporation
and any Executive, nor shall any provision hereof restrict the
right of the Corporation to discharge an Executive or restrict
the right of an Executive to terminate his services.
11. NO VESTING OF BENEFITS
All benefits and all rights of each Executive covered
under this Program shall terminate in the event that the
Executive's employment with the Corporation shall terminate for
any reason other than death or retirement as provided in
Section 4.
12. RELATED TRUST(S).
If any Trust exists, the Trust itself and the
administration of all assets held by the Trust shall be
consistent with the terms of the model trust provided in
Internal Revenue Service Revenue Procedure 92-64.
13. WRITTEN MATERIALS.
Unless the Participant advises the Corporation in writing
that he does not want such material, the Corporation must give
a copy of all written materials received regarding the Policy
on the Participant's life to the Participant within thirty (30)
days of the Corporation's receipt of such material.
14. MODIFICATION OR REVOCATION OF PROGRAM
The Corporation reserves the right to modify or revoke
this Program in whole or in part at any time, provided that no
such modification or revocation shall reduce or terminate any
pre-retirement benefits or post-retirement benefits to an
Executive or his Beneficiary.
15. NAMED FIDUCIARY
15.01 THOMAS H. DEWITT, is hereby designated as the Named
Fiduciary of the Program, in accordance with the
Employee Retirement Income Security Act of 1974
(ERISA), and shall serve in such capacity until
resignation or removal by the Board of Directors of
the Corporation and appointment of a successor by
duly adopted resolution of the Board.
15.02 The Named Fiduciary shall have the authority to
control and manage the operation and administration
of the Program. However, the Named Fiduciary may in
his discretion allocate his responsibilities for the
operation and administration of the Program,
including the designation of persons who are not
Named Fiduciaries to carry out fiduciary
responsibilities. The Named Fiduciary shall effect
such allocation of his responsibilities by delivering
to the Corporation a written instrument signed by him
that specifies the nature and extent of the
responsibilities allocated, including, if
appropriate, the persons, not Named Fiduciaries, who
are designated to carry out fiduciary
responsibilities under the Program.
15.03 The Named Fiduciary designated or appointed under the
terms of Paragraph 15.01 above, is hereby designated
as the Plan Administrator of the Program.
16. CLAIMS PROCEDURE
The following Claims Procedure shall control the
determination of benefit payments under this Program:
16.01 Filing of a Claim for Benefits
If the Executive or his Beneficiary believes he is
entitled to receive benefits under the Program, he
must submit a written claim for benefits, on a form
supplied by said Fiduciary, to the Named Fiduciary.
The Named Fiduciary's independent decision on the
claimant's claim for benefits shall be
determinative of whether or not the Executive or
his Beneficiary shall be entitled to receive
benefits under this Program.
16.02 Denial of Claim
A claim for benefits under the Program will be
denied if the Named Fiduciary determines that the
claimant is not entitled to receive benefits under
the Program. Notice of a denial shall be furnished
to the claimant within a reasonable period of time
after receipt of the claim for benefits by the
Named Fiduciary.
16.03 Content of Notice
The Named Fiduciary shall provide to every claimant
who is denied a claim for benefits written notice
setting forth, in a manner reasonably calculated to
be understood by the claimant, the following:
(i) The specific reason or reasons for the
denial;
(ii) Specific reference to pertinent Program
provisions on which the denial is based;
(iii) A description of any additional material or
information necessary to the claimant to
perfect the claim, and an explanation of why
such material or information is necessary;
and
(iv) An explanation of the Program's Claim Review
Procedure as set forth below.
16.04 Review Procedure
The purpose of this Review Procedure is to provide
a method by which a claimant may have a reasonable
opportunity to appeal a denial of a claim to the
Named Fiduciary for a full and fair review. To
accomplish that purpose, the claimant or his duly
authorized representative:
(i) May request a review upon written application
to the Named Fiduciary;
(ii) May review pertinent Program documents; and
(iii) May submit issues and comments in writing.
A claimant (or his duly authorized representative)
shall request a review by filing a written
application for review with the Named Fiduciary at
any time within 60 days after receipt by the
claimant of written notice of the denial of his
claim.
16.05 Decision on Review
A decision on review of a denied claim shall be
made in the following manner:
(i) The decision on review shall be made by the
Salary and Employee Benefits Committee of the
Board of Directors of the Corporation, which
may in its discretion hold a hearing on the
denied claim. Such decision shall be made
promptly, and not later than 60 days after
receipt of the request for review, unless
special circumstances (such as the
determination to hold a hearing) make an
extension of time for processing helpful, in
which case a decision shall be rendered as
soon as possible, but not later than 120 days
after receipt of the request for review.
(ii) The decision on review shall be in writing
and shall include specific reasons for the
decision, written in a manner reasonably
calculated to be understood by the claimant,
and specific references to the pertinent
Program provisions upon which the decision is
based.
17. MISCELLANEOUS
The singular where used in this Program shall include
the plural and vice versa, wherever the context so requires.
Any provision in the masculine gender shall be defined where
appropriate to include the feminine or neuter gender.
18. GOVERNING LAW
It is the intention of the parties that this Program and
the performance of the parties hereunder and all suits and
special proceedings hereunder be construed in accordance with
and under and pursuant to the laws of the State of New
Hampshire and that in any action, special proceeding or other
proceeding that may be brought arising out of, in connection
with, or by reason of this Program, the laws of such State
shall be applicable and shall govern to the exclusion of the
law of any other forum, without regard to the jurisdiction in
which any action or special proceeding may be instituted. If
any provision of this Program shall be held invalid or
illegal for any reason, such determination shall not affect
the remaining provisions of this Program, and it shall be
construed as if said invalid or illegal provision had never
been included.
Exhibit 10(l)
Revised: 10/28/96
STANDEX INTERNATIONAL CORPORATION
EXECUTIVE LIFE INSURANCE PLAN
STANDEX INTERNATIONAL CORPORATION
EXECUTIVE LIFE INSURANCE PLAN
This Executive Life Insurance Plan (the "Plan") is adopted as of
the 8th day of June, 1994 (the "Effective Date") by Standex
International Corporation, a Delaware corporation, with
executive offices at 6 Manor Parkway, Salem, New Hampshire 03079
(the "Company").
ARTICLE 1
Purpose
The purpose of the Plan is to provide a life insurance benefit
and, in certain instances, a supplemental retirement benefit in
lieu of the life insurance benefit to certain Employees of the
Company in order to encourage such Employees to continue their
employment and to induce desirable persons to enter into the
Company's employ in the future.
ARTICLE 2
Definitions
Except as otherwise provided, the following terms shall have the
definitions indicated in this Article 2 whenever used in this
Plan with initial capital letters:
"Beneficiary" means the person or persons designated on the
Designation of Beneficiary Form (attached hereto as Exhibit B)
as the recipient of a death benefit.
"Change of Control" means the purchase or other acquisition by
any person, entity or group of persons, within the meaning of
section 13(d) or 14(d) of the Securities Exchange Act of 1934
(the "Act"), or any comparable successor provisions, of
beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Act) of 20 percent or more of either the
outstanding shares of common stock or the combined voting power
of the Company's then outstanding voting securities entitled to
vote generally, or the approval by the stockholders of the
Company of a reorganization, merger, or consolidation, in each
case, with respect to which persons who were stockholders of the
Company immediately prior to such reorganization, merger or
consolidation do not, immediately thereafter, own more than 50
percent of the combined voting power entitled to vote generally
in the election of directors of the reorganized, merged or
consolidated Company's then outstanding securities, or during
any period of twelve consecutive calendar months, individuals,
who were directors of the Company on the first day of such
period shall cease to constitute a majority of the Board of
Directors of the Company, or a liquidation or dissolution of the
Company or of the sale of all or substantially all of the
Company's assets.
"Compensation" means all earnings and/or net commissions of a
Participant from the Company paid or made available with respect
to a calendar year which are reportable for federal income tax
purposes on Form W-2 (or its successor), but not including, any
reimbursement for expenses, or any income attributable to:
(a) payments made by the Company in connection with a
relocation;
(b) premiums paid by the Company for life insurance
coverage;
(c) the exercise of any stock appreciation rights;
(d) the exercise of any stock option;
(e) interest on a home purchase loan or stock option loan;
or
(f) the use of any Company-owned or Company-leased
automobile.
"Eligible Employee" means an Employee who has been designated by
the Chief Executive Officer of the Company and approved by the
Company's Board of Directors as being eligible to participate in
the Plan.
"Employee" means any person employed by the Company on a
regular, full-time, salaried basis.
"Enrollment Agreement" means the written agreement substantially
in the form of Exhibit A attached hereto entered into by the
Company and an Eligible Employee pursuant to which the Eligible
Employee becomes a Participant in the Plan.
"Insurer" means such insurance company which the Company may
from time to time utilize to provide insurance coverage for
certain benefits under the Plan.
"Participant" means an Eligible Employee who has filed a
completed and executed Enrollment Agreement with the Company,
which Enrollment Agreement has been executed by the Company.
"Policy" with respect to a particular Participant means any
policy or policies of life insurance on that Participant's life
acquired by the Company to provide the life insurance benefits
under this Plan.
"Retire or Retirement" means a situation in which a Participant
has terminated employment with the Company such that, under the
Standex International Corporation Retirement Plan, he or she is
considered as retired and receiving benefits thereunder or about
to receive such benefits.
"Supplemental Retirement Income Benefit" means the benefit
payable to a Participant in accordance with Article 4 of this
Plan.
ARTICLE 3
Life Insurance Benefit
3.01 Insurance Policy.
The Company has purchased or will purchase a Policy from the
Insurer with respect to each Participant in this Plan, provided
the Participant is able to meet the requirements of the Insurer
including, but not limited to physical condition and risk
factors. The Company and the Participant agree to take all
reasonable actions to cause the Insurer to issue the Policy.
3.02 Ownership of Policy.
Except as may otherwise be provided herein, the Company or, in
the Company's discretion, the Trustee of a rabbi trust shall be
the sole and absolute owner of the Policy, and may exercise any
and all ownership rights granted to the owner thereof by the
terms of the Policy.
3.03 Payment of Death Benefit Prior to Retirement.
(a) Upon the death of a Participant while the Participant is an
Employee of the Company the total amount provided as a
death benefit under the Policy shall be paid in the
following order of priority:
(1) All loans against the Policy shall first be repaid;
(2) The Company shall, to the extent that the Policy
proceeds have not been exhausted, next be paid from
the death benefit the total amount of the Policy
premiums on such Policy claimed to have been paid by
the Company since the Policy was taken out;
(3) The Participant's Beneficiary, as provided in the
applicable Designation of Beneficiary Form shall, to
the extent that the Policy proceeds have not been
exhausted, next be paid an amount equal to three times
the Participant's Compensation in the calendar year
immediately preceding the year in which his or her
death occurs;
(4) The Participant's beneficiary, as provided in the
applicable Designation of Beneficiary Form shall, to
the extent the Policy proceeds have not been
exhausted, next be paid an amount equal to the
economic benefit of the life insurance coverage
provided in the policy in accordance with Section 3.06
herein; and
(5) The Company shall receive the balance, if any, of the
death benefit remaining after the payments provided
for above.
(b) Notwithstanding any provision to the contrary, in the event
that, for any reason whatsoever, no death benefit is
payable under the Policy upon the death of the Participant
but, in lieu thereof, the Insurer refunds all or any part
of the premiums paid for the Policy, the Company and the
Participant's Beneficiary shall share such premiums based
on the Company's and the Participant's respective
cumulative payments toward those premiums.
3.04 Designation of Beneficiary.
The Participant may select one or more Beneficiaries to receive
the portion of the death benefit specified in Section 3.03(a)(3)
by completing the Designation of Beneficiary Form attached
hereto as Exhibit B and by delivering the form to the Company.
Upon receipt of such form, the Company shall execute and deliver
to the Trustee of any relevant rabbi trust and/or to the Insurer
a Disposition of Proceeds Endorsement (Exhibit C) with the
Beneficiary Designation Form attached.
3.05 Dividends.
Any dividend declared on the Policy shall be applied to purchase
paid-up additional insurance on the life of the Participant. The
Company and the Participant agree that the dividend election
provisions of the Policy shall be consistent with this
provision.
3.06 Payment of Premiums.
On or before the due date of each Policy premium, or within the
grace period provided therein, the Company shall, except to the
extent premiums are satisfied with borrowings under the Policy,
pay the full amount of the premium to the Trustee of any
relevant rabbi trust or directly to the Insurer and shall, upon
request, promptly furnish the Participant evidence of timely
payment of such premium.
On or about December 15th in each year prior to Retirement, each
Participant will contribute to the cost of maintaining the
Policy or Policies on his or her life by paying to the Company
an amount equal to the economic benefit (based on the lowest
term life insurance rates of the Insurer) of the life insurance
coverage provided by the Policy or Policies. On or about
December 1st in each year, the Company shall furnish to the
Participant a statement estimating the economic benefit of such
coverage.
3.07 Continuation of Life Insurance Benefit in Retirement;
Vested Amount.
A Participant who Retires from employment with the Company
shall, to the extent he or she is vested on his or her
retirement date, be continued to be covered by the Policy for
the balance of his or her life as long as he or she has not
begun to receive the Supplemental Retirement Income Benefit
specified in Article 4. Upon the death of a Retired Participant
the total amount provided as a death benefit under the Policy
shall be paid in the order of priority and in the amounts
specified in Section 3.03(a), provided, however, that the amount
paid under subsection (3) of that Section shall be three times
the Participant's Compensation in the calendar year immediately
preceding the year in which his or her Retirement occurred
multiplied by the applicable percentage from the following
table:
Number of Full Years of Employment
With the Company in the capacity
of Division President or
Executive Corporate Officer Percentage
5 0
6 20%
7 40%
8 60%
9 80%
10 or more 100%
3.08 Limitation on Benefits.
A Participant's benefit and the benefit of any Beneficiary under
this Article 3 are subject to such Participant having satisfied
any reasonable requirements of the Insurer as to certain
conditions, including good health, at the time that the Company
applies for new or increased insurance coverage to provide
benefits hereunder. The Company shall always use its best
efforts to obtain a policy where good health is not a condition
or requirement.
3.09 Assignment of Participant's Interest in Insurance.
Notwithstanding any provision hereof to the contrary, a
Participant shall have the right to absolutely and irrevocably
assign by gift all of the Participant's right, title and
interest in and to the life insurance death benefits provided
under this Article 3. This right shall be exerciseable by the
execution and delivery to the Company and to the Trustee of any
relevant rabbi trust of a written assignment, in substantially
the form attached hereto as Exhibit D. Upon receipt of such
written assignment executed by the Participant and duly accepted
by the assignee thereof, the Company shall consent thereto in
writing, and the Company shall use its best efforts to have the
Trustee of any relevant rabbi trust also consent thereto in
writing, and shall thereafter treat the Participant's assignee
as the sole owner of all of the Participant's right, title and
interest in and to the life insurance death benefits provided
under this Article 3. Thereafter, the Participant shall have no
right, title or interest in and to such death benefits. The
Participant's assignment of all of his or her right, title and
interest in and to the death benefit shall not reduce or
eliminate the Participant's conditional right to receive the
Supplemental Retirement Income Benefit under Article 4.
3.10 Termination of Participation in Life Insurance Benefit.
The participation of any Participant in the Life Insurance
Benefit provided in this Article 3 will be automatically
terminated by the occurrence of any of the following:
(a) Written notice from the Participant to the Company of a
desire to terminate participation in the Plan;
(b) Deposit by the Company or Trustee of any relevant rabbi
trust of the first payment of the Supplemental Retirement
Income Benefit in the U. S. Mails.
(c) Termination of the Participant's employment with the
Company (other than due to the Participant's death) prior
to Retirement; or
(d) The removal of the Participant from the position of a
Division President or an Executive Corporate Officer of the
Company (other than upon death or Retirement).
3.11 Disposition of Policy Upon Termination of Participation.
Upon termination of a Participant's participation in the Life
Insurance Benefit for any reason listed in Section 3.10, all of
the rights of the Participant in or to the Policy or those of
his or her assignee, or any of their heirs, assigns or
beneficiaries shall be automatically terminated and released.
The Company or the Trustee of any relevant rabbi trust may
surrender or cancel the Policy for its cash surrender value, or
the Company or Trustee it may change the beneficiary designation
provisions of the Policy, naming the Company or any other person
or entity as revocable beneficiary thereof, or exercise any
other ownership rights in and to such Policy.
3.12 Distribution of Benefit upon a Change of Control.
Upon a Change of Control of the Company, the Company must pay
within 5 calendar days, directly or indirectly to the Insurer
the maximum amount the Insurer will accept as premium payments
on the Policy existing on the Participant's life. If the
Company, in its reasonable discretion determines that more
funding is likely to be necessary to pay the anticipated
premiums on the Policy than the Insurer will accept at that
time, then these additional sums will be paid by the Company
into any trust which is the owner of the Policy and exists at
the relevant time. The Trustee of the trust shall hold these
additional sums and invest them and pay from them to the Insurer
annually or more often, in the Trustee's discretion.
ARTICLE 4
Supplemental Retirement Income Benefit
4.01 Eligibility for Benefit.
If the Participant retires from employment with the Company, the
Company in its sole and absolute discretion may determine that,
in lieu of coverage under the Life Insurance Benefit, the
Participant shall receive the Supplemental Retirement Income
Benefit.
Notwithstanding any other provision hereof, the Participant's
entitlement to receive this Supplemental Retirement Income
Benefit shall terminate, without notice, in the event of the
death of the Participant prior to the deposit in the U. S. Mails
by the Company or the Trustee of any relevant rabbi trust of the
first payment of the Supplemental Retirement Income Benefit.
4.02 Form of Benefit Upon Change of Control.
Upon a Change of Control the form of benefit to the Participant
shall be a Supplemental Retirement Income Benefit.
4.03 Vesting.
A Participant's conditional right to receive the Supplemental
Retirement Income Benefit at Retirement shall vest 20% per year
(up to a maximum of 100%) upon the completion of each full year
(consisting of at least 1,000 hours worked) in the capacity of
Division President or Executive Corporate Officer of the Company
with said vesting commencing upon the completion of the
Participant's employment for five full years in such a capacity.
This vesting is illustrated in the following table:
Number of Full Years of Employment
With the Company in the capacity
of Division President or Vesting
Executive Corporate Officer Percentage
5 0
6 20%
7 40%
8 60%
9 80%
10 or more 100%
4.04 Amount of Benefit.
Each monthly Supplemental Retirement Income Benefit payment
shall be equal to one-twelfth of thirty percent (30%) of the
average of the Participant's Compensation for the three
consecutive calendar years of highest Compensation preceding the
date on which the Participant Retires and then multiplied by the
Participant's vesting percentage (as set forth in the vesting
table in Section 4.03) at the time of Retirement. The payments
shall be in the form of substantially equal monthly installment
payments, for a period of 10 years, commencing within thirty
(30) days following the date the Participant Retires from
employment with the Company.
4.05 Death Benefit After Commencement of Retirement Benefits.
In the event of the Participant's death after the deposit in the
U. S. Mails by the Company or the Trustee of any relevant rabbi
trust of the first payment of the Supplemental Retirement Income
Benefit, but prior to the completion of all such payments due
and owing hereunder, 100% of the monthly amount previously paid
to the Participant shall be continued to be paid to the
Participant's Beneficiary, if any, on a monthly basis, until the
earlier of: (i) the expiration of the original 10 year period
or (ii) the death of the Beneficiary. If the Participant has no
Beneficiary living at the time of the Participant's death, or if
a Participant's Beneficiary dies before completion of the 10
years of payments, an undiscounted lump sum will be paid to the
Participant's contingent Beneficiary in the amount of all
remaining payments which have not been previously paid to the
Participant or to the Participant's Beneficiary, if applicable.
If the Participant has no contingent Beneficiary and the
Beneficiary dies, the remaining payments which have not been
previously paid to the Participant or to the Participant's
Beneficiary shall be paid to the estate of such Beneficiary.
4.06 Offset for Obligations to Company.
If, at such time as the Participant becomes entitled to receive
Supplemental Retirement Income Benefit payments pursuant to this
Article 4, the Participant has any debt, obligation or other
liability representing an amount due and owing to the Company,
the Company may offset the amount owed it against the amount of
benefits otherwise distributable hereunder.
4.07 No Trust Created.
Notwithstanding anything in this Plan, no action taken pursuant
to its provisions by either the Company or any Participant shall
create, or be construed to create, a trust of any kind, or a
fiduciary relationship between the Company and the Participant,
his or her spouse or any other person or entity except to the
limited extent set forth in Section 5.01 herein.
4.08 Benefits Payable Only From General Corporate Assets;
Unsecured General Creditor Status of Participant.
Supplemental Retirement Income Benefit payments to the
Participant or his or her spouse shall be made from assets which
shall continue, for all purposes, to be a part of the general,
unrestricted assets of the Company. No persons shall have any
interest in any such assets by virtue of the provisions of this
Plan. The Company's obligation hereunder shall be an unfunded
and unsecured promise to pay money in the future. This Plan is
intended to be unfunded both for income tax purposes and for
purposes of Title I of the Employee Retirement Income Security
Act of 1974. To the extent that any person acquires a right to
receive payments from the Company under the provisions of this
Plan, such right shall be no greater than the right of any
unsecured general creditor of the Company.
ARTICLE 5
Plan Administration
5.01 Named Fiduciary, Determination of Benefits, Claims
Procedure and Administration.
The Company is hereby designated as the named fiduciary under
this Plan. The named fiduciary shall have authority to control
and manage the operation and administration of this Plan through
a plan administrator designated by it, and it shall be
responsible for establishing and carrying out a funding policy
and method consistent with the objectives of this Plan. The
Company shall also have the power to establish, adopt or revise
such rules and regulations as it may deem advisable for the
administration of the Plan. The interpretation and construction
of the Plan by the Company and any action taken thereunder,
shall be binding and conclusive upon all parties in interest. No
officer, Employee or agent of the Company shall, in any event,
be liable to any person for any action taken or omitted to be
taken in connection with the interpretation, construction or
administration of the Plan, so long as such action or omission
to act is made in good faith. An Employee of the Company
serving as plan administrator shall be eligible to participate
in the Plan while serving as such, but no such Employee shall
vote or act upon any matter that relates solely to such
Employee's interest in the Plan as a Participant.
5.02 Claim Procedures
(a) Claim. A person who believes that he is being denied a
benefit to which he is entitled under the Plan (hereinafter
referred to as a "Claimant") may file a written request for
such benefit with the Company, setting forth his or her
claim. The request must be addressed to the CEO of the
Company at its then principal executive offices.
(b) Claim Decision. Upon receipt of a claim, the CEO shall
advise the Claimant that a reply will be forthcoming within
90 days and shall, in fact, deliver such reply within such
period. The CEO may, however, extend the reply period for
an additional 90 days for reasonable cause.
If the claim is denied in whole or in part, the CEO shall issue
a written opinion, using language calculated to be understood by
the Claimant, setting forth:
(i) the specific reason or reasons for such denial;
(ii) the specific reference to pertinent provisions of
this Plan on which such denial is based;
(iii) a description of any additional material or
information necessary for the Claimant to perfect
his or her claim and an explanation why such
material or such information is necessary; and
(iv) appropriate information as to the steps to be
taken if the Claimant wishes to submit the claim
for review.
5.03 Related Trust(s).
If any Trust exists, the Trust itself and the administration of
all assets held by the Trust shall be consistent with the terms
of the model trust provided in Internal Revenue Service Revenue
Procedure 92-64.
ARTICLE 6
Miscellaneous
6.01 No Contract of Employment.
Nothing contained herein shall be construed to be a contract of
employment for any period of time, nor as conferring upon a
Participant the right to continue in the employ of the Company
in any capacity.
6.02 Amendment of Plan.
This Plan may be amended by the Company at any time, by delivery
of written notice of such amendment to the Participants,
provided, however, that no such amendment shall in any material
way adversely affect any rights of a Participant, to the extent
vested, in the Life Insurance Benefit after Retirement or any
rights of a Retired Participant or spouse who is receiving
payments under the Supplemental Retirement Income Benefit.
6.03 Conflicting Provisions.
In the event of a conflict between the provisions of this Plan
and the provisions of any endorsement to a Policy, beneficiary
designation or other document related to a Policy, the
provisions of this Plan shall prevail. No party shall assert or
enforce any right which it may have in a Policy, the beneficiary
designation thereunder, or other document which is inconsistent
with the rights established by this Plan.
6.04 Notice.
Any notice, consent or demand required or permitted to be given
under the provisions of this Plan shall be in writing, and shall
be signed by the party giving or making the same. If such
notice, consent, or demand is mailed to a party hereto, it shall
be sent by United States certified mail, postage prepaid,
addressed to such party's last known address as shown on the
records of the Company. The date of such mailing shall be
deemed the date of notice, consent or demand. Either party may
change the address to which notice is to be sent by giving
notice of the change of address in the manner aforesaid.
6.05 Benefits Not Transferable.
Neither the Participant, his or her Beneficiary, nor any other
person with a beneficial interest under this Plan shall have any
power or right to transfer, assign, anticipate, hypothecate or
otherwise encumber any part or all of the amounts payable under
Article 3 or Article 4. No such amounts shall be subject to
seizure by any creditor, by a proceeding at law or in equity,
nor shall such amounts be transferable by operation of law in
the event of bankruptcy, insolvency or death of the Participant,
his or her Beneficiary, or any other person with a beneficial
interest hereunder. Any such attempt at assignment or transfer
shall be void. These restrictions on transfer or assignment
shall not limit the Participant's right to assign his right,
title and interest in the life insurance death benefit provided
in Section 3.09.
6.06 Governing Law.
This Plan shall be governed by and construed in accordance with
the internal laws of the State of New Hampshire.
6.07 Written Materials.
Unless the Participant advises the Company in writing that he or
she does not want such material, the Company must give a copy of
all written materials received regarding the Policy on the
Participant's life to the Participant within thirty (30) days of
the Company's receipt of such material.
IN WITNESS WHEREOF, the Company has executed this Plan, such
execution first having been duly authorized by the Salary and
Employee Benefits Committee of the Board of Directors of the
Company pursuant to a delegation of authority from said Board of
Directors.
STANDEX INTERNATIONAL CORPORATION
By:
Title:
EXHIBIT A
ENROLLMENT AGREEMENT
STANDEX INTERNATIONAL CORPORATION
EXECUTIVE LIFE INSURANCE PLAN
Name of Employee:
Social Security No.:
I hereby elect to participate in the Executive Life
Insurance Plan (the "Plan") of Standex International
Corporation (the "Company"), a copy of which I have received
and read. By signing this Enrollment Agreement, I agree to be
bound by the terms of the Plan. I have designated my
beneficiary on a Designation of Beneficiary form.
I authorize and direct the Company, or in the Company's
discretion, the Trustee of a rabbi trust, subject to the
provisions of the Plan, to obtain and own insurance policies
on my life. This authorization and direction applies to this
Plan as presently constituted, or hereafter amended, for which
I am or may become eligible and shall continue to apply until
revoked by me in writing.
Dated _______________ ______________________________
Employee Signature
Received and approved by the Company.
STANDEX INTERNATIONAL CORPORATION
By:
Dated: ______________ Title:
EXHIBIT B Page 1 of 2
DESIGNATION OF BENEFICIARY
STANDEX INTERNATIONAL CORPORATION
EXECUTIVE LIFE INSURANCE PLAN
To: Standex International Corporation
Attention: Corporate Benefits Department Designation.
Pursuant to the provisions of the Executive Life Insurance
Plan, dated as of June 8, 1994, (the "Plan"), of Standex
International Corporation (the "Company"), I hereby designate the
following as my primary and contingent beneficiaries under the
Plan, to receive payment of any benefits that may be due and
payable upon my death while a Participant in the Plan:
Primary Beneficiary
Last Name, First, Age Relationship
Middle Initial
_________________________________ ________ ______________
Address: Number and Street
City State Zip Code
__________________________ __________ ______________
Contingent Beneficiary
Last Name, First, Age Relationship
Middle Initial
_________________________________ ________ ______________
Address: Number and Street
City State Zip Code
__________________________ __________ ______________
EXHIBIT B Page 2 of 2
All sums to which this Designation of Beneficiary applies shall
be paid pursuant to the terms of the Plan. All prior designations
of beneficiaries which are inconsistent with the provisions of this
Designation of Beneficiary, if any, are hereby revoked.
Reservation of Revocation.
Unless otherwise provided by law, I hereby reserve the right to
amend, change or revoke in its entirety this Designation of
Beneficiary by filing a new form with the Company.
Effective Date.
It is hereby agreed that this Designation of Beneficiary shall
not become effective unless and until it is approved by the Company.
EMPLOYEE:
Dated: ______________
Received and approved by the Company.
STANDEX INTERNATIONAL CORPORATION
By:
Dated: ______________ Title:
EXHIBIT C Page 1 of 2
DISPOSITION OF PROCEEDS ENDORSEMENT
{To be filed by the Company in duplicate with the Trustee of
any relevant rabbi trust and with the Insurer upon enrollment of
Participant in the Plan, and at the time that the Participant
files any change in beneficiary with the Company. The Company
must attach a copy of the Beneficiary Designation Form, completed
by the Participant, to this Beneficiary Provision. The Company
shall also notify the Trustee of any relevant rabbi trust and the
Insurer, upon the death of the Participant, of the amounts to
which the Company and other beneficiaries are entitled.}
Name of Insurer:
Name of Policy Owner: __ Standex International
Corporation (the "Company")
__ Trustee of
___(e.g. Trainor)__ Trust under the Standex International
Corporation Executive Plan
Name of Insured:
Policy Number:
I. Disposition of Proceeds. The proceeds due under the
Policy by reason of the death of the insured shall be paid in the
following order of priority:
(1) All loans against the Policy shall first be repaid;
(2) The Company shall, to the extent that the Policy
proceeds have not been exhausted, next be paid from the death
benefit the total amount of the Policy premiums on such Policy
claimed to have been paid by the Company since the Policy was
taken out;
(3) The Participant's Beneficiary, as provided in the
applicable Designation of Beneficiary Form shall, to the extent
that the Policy proceeds have not been exhausted, next be paid an
amount equal to three times the Participant's Compensation in the
calendar year immediately preceding the year in which his or her
death occurs;
(4) The Participant's beneficiary, as provided in the
applicable Designation of Beneficiary Form shall to the extent
the Policy proceeds have not been exhausted, next be paid an
amount equal to the economic benefit of the life insurance
coverage provided in the policy in accordance with Section 3.06
of the Plan; and
(5) The Company shall receive the balance, if any, of the
death benefit remaining after the payments provided for above.
2. Release of Insurer. The receipt by the Insurer of a
statement signed by the Company setting forth the amount claimed
to be due each beneficiary in connection with this Policy, shall
be conclusive as to the amount due each beneficiary, and the
Insurer shall be fully acquitted, discharged and released from
the claims of all persons having an interest in this Policy for
the amount so paid.
STANDEX INTERNATIONAL CORPORATION
Dated: ________________ By: _____________________________
The Insurer hereby acknowledges receipt of a copy of this
Beneficiary Provision.
_________________________
Insurer
Dated: _________________ By: _____________________________
IRREVOCABLE ASSIGNMENT OF LIFE INSURANCE DEATH BENEFITS
THIS ASSIGNMENT, dated this _____ day of ______________,
199___,
WITNESSETH THAT:
WHEREAS, the undersigned (the "Assignor") is a participating
employee in the Executive Life Insurance Plan (the "Plan"), which
Plan is provided by Standex International Corporation (the
"Company"). The Plan confers upon the undersigned certain rights
and benefits with regard to one or more policies of insurance
insuring the Assignor's life; and
WHEREAS, pursuant to the provisions of the Plan, the
Assignor retained the right, exerciseable by the execution and
delivery to the Company and to the Trustee of any relevant rabbi
trust of a written form of assignment, to absolutely and
irrevocably assign all of the Assignor's right, title and
interest in and to the life insurance death benefit provided
under the Plan to an assignee; and
WHEREAS, the Assignor desires to exercise that right;
NOW, THEREFORE, the Assignor, without consideration, and
intending to make a gift, hereby absolutely and irrevocably
assigns, gives, grants, and transfers to
_____________________________________________ (the "Assignee")
whose last known address is
_________________________________________________________________
___ all of the Assignor's right, title and interest in and to the
life insurance death benefit provided under the Plan, intending
that, from and after this date, the Assignor shall neither have
nor retain any right, title or interest therein.
Assignor
ACCEPTANCE OF ASSIGNMENT
The undersigned Assignee hereby accepts the above assignment
of all right, title and interest of the Assignor therein in and
to the life insurance death benefit provided in the Plan, and the
undersigned hereby agrees to be bound by all of the terms and
conditions of the Plan as they apply to the life insurance death
benefit, as if the Assignee were the original employee party to
the Plan.
Dated: ______________ _____________________________
Assignee
CONSENT TO ASSIGNMENT
The undersigned Company and Trustee hereby consent to the
foregoing assignment of all of the right, title and interest of
the Assignor in and to the life insurance death benefit provided
under the Plan, to the Assignee designated therein. The Company
hereby agrees that, from and after the date hereof, the Company
shall look solely to such Assignee for the performance of all
obligations with respect to the life insurance death benefit
under the Plan which were heretofore the responsibility of the
Assignor, shall allow all rights and benefits provided therein to
the Assignor to be exercised only by the Assignee, and shall
hereafter treat said Assignee in all respects as if the original
employee party to the Plan.
STANDEX INTERNATIONAL CORPORATION
Dated: _______________ By: _____________________________
Title: __________________________
______________________________, as
Trustee of ___(e.g. Trainor)__ Trust
under the Standex International
Corporation Executive Plan
Dated: _______________ By: ______________________________
Title: ___________________________
DISPOSITION OF PROCEEDS ENDORSEMENT
{To be filed by the Company in duplicate with
the Trustee of any relevant rabbi trust and
with the Insurer upon enrollment of
Participant in the Plan, and at the time that
the Participant files any change in
beneficiary with the Company. The Company
must attach a copy of the Beneficiary
Designation Form, completed by the
Participant, to this Beneficiary Provision.
The Company shall also notify the Trustee of
any relevant rabbi trust and the Insurer, upon
the death of the Participant, of the amounts
to which the Company and other beneficiaries
are entitled.}
Name of Insurer:
Name of Policy Owner: __ Standex International Corporation (the
"Company")
__ Trustee of ___(e.g. Trainor)__ Trust
under the Standex International
Corporation Executive Plan
Name of Insured:
Policy Number:
I. Disposition of Proceeds. The proceeds due under the
Policy by reason of the death of the insured shall be paid in the
following order of priority:
(1) All loans against the Policy shall first be repaid;
(2) The Company shall, to the extent that the Policy
proceeds have not been exhausted, next be paid from
the death benefit the total amount of the Policy
premiums on such Policy claimed to have been paid by
the Company since the Policy was taken out;
(3) The Participant's Beneficiary, as provided in the
applicable Designation of Beneficiary Form shall, to
the extent that the Policy proceeds have not been
exhausted, next be paid an amount equal to three times
the Participant's Compensation in the calendar year
immediately preceding the year in which his or her
death occurs;
